This excerpt taken from the GVHR DEF 14A filed Apr 17, 2008.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
The audit committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent auditor. In accordance with its charter and the Sarbanes-Oxley Act of 2002 (the "Act"), each year the audit committee approves the terms of the independent auditor's engagement for the following year. This approval requirement is subject to applicable de minimis exceptions allowed by that Act. In making its pre-approval determination, the audit committee is required to consider whether providing the non-audit services is compatible with maintaining the auditors' independence. The audit committee may delegate this pre-approval authority to one or more audit committee members. However, if the authority is delegated, the member or members to whom the authority is delegated must present a report of their actions at the next scheduled audit committee meeting.
The audit committee considered the provision of non-audit services by Deloitte & Touche LLP and determined that the provision of such services was not incompatible with maintaining their independence.
Audit Fees. This category includes the audit of Gevity's annual financial statements, review of financial statements included in each of Gevity's Quarterly Reports on Form 10-Q and Annual Report on Form 10-K, the audit of our internal control over financial reporting and the effectiveness thereof in connection with Section 404 of the Sarbanes-Oxley Act of 2002 and services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for those fiscal years.
Audit-Related Fees. This category consists of assurance and related services provided by Deloitte & Touche LLP that are reasonably related to the performance of the audit or review of Gevity's financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category include consultations regarding financial reporting and related matters.
Tax Fees. This category consists of professional services rendered by Deloitte & Touche LLP primarily in connection with Gevity's tax compliance activities, including the review of tax returns, tax planning and technical advice.
Representatives of Deloitte & Touche LLP are expected to be present at the annual meeting. They will have an opportunity to make a statement if they desire to do so and to respond to appropriate questions.
We are requesting that our shareholders vote in favor of an amendment to the Gevity HR, Inc. 2005 Equity Incentive Plan (the "Plan"). If approved, Amendment Number One to the Gevity HR, Inc. 2005 Equity Incentive Plan (the "Amendment") would modify the separate 400,000 share limit currently in the Plan with respect to shares of Stock subject to Stock Awards, Stock Appreciation Rights, Dividend Equivalent Rights, Phantom Shares and Performance Units (each as defined in the Plan) which may be settled in shares of Stock that may be granted under the Plan. This would mean that the entire pool of 2,000,000 shares currently reserved for issuance under the Plan would be available to be issued not only in the form of Options (as defined on the Plan), but also in the form of Stock Awards, Stock Appreciation Rights, Dividend Equivalent Rights, Phantom Shares and Performance Units, subject to the terms and conditions described in the Agreement. This change would increase the Company's flexibility regarding the types of grants that could be made under the Plan. Such increased flexibility would better allow the Company to structure equity grants in order to link the financial interests of the Company's employees to the interests of shareholders, encourage support of the Company's long-term objectives, tie compensation to the Company's performance, and attract and retain talented employees.